BMR’s Representations and Warranties Sample Clauses

BMR’s Representations and Warranties. Except as set forth in the disclosure schedule delivered by BMR to Balqon (the “BMR Schedule”), specifically identifying the Section of this Agreement requiring delivery of such disclosure, BMR represents and warrants to Balqon as set forth below:
Sample 1
AutoNDA by SimpleDocs
BMR’s Representations and Warranties. (1) BMR represents and warrants to ESI that, except as set out in Schedule 2: (a) no authorization, approval, order, license, permit or consent of any Governmental Authority, stock exchange or other third person, and no registration, declaration or filing by BMR with any such Governmental Authority is required in order for BMR: (i) to consummate the transactions contemplated by this Agreement; (ii) to execute and deliver all of the documents and instruments to be delivered by BMR under this Agreement; (iii) to duly perform and observe the terms and provisions of this Agreement; and (iv) to render this Agreement legal, valid, binding and enforceable; (b) BMR has rights, title and interests in the Mineral Property set out in Schedule 1 that include ownership, earn-ins, options and joint venture arrangements and such rights, title and interests of BMR in the Mineral Property are free from Encumbrances (other than the Permitted Encumbrances); (c) BMR is the majority owner or operator of all of the current material Mineral Properties; (d) other than as contemplated in Schedule 1, BMR has no commitment to supply BMR Ore to any third party; (e) all of the Mineral Rights comprising the Mineral Property have been validly and properly located, staked, tagged and recorded in accordance with the laws of the jurisdiction in which Mineral Property is located and there are no disputes, threatened or now existing of which BMR is aware, as to title to or the staking or recording of those Mineral Rights except for any defects or matters that would not give rise to a material adverse effect on BMR's business, assets or financial condition; (f) BMR has obtained or acquired all rights or powers necessary in, over or to the surface area of the Mineral Property to access the Mineral Property in order to conduct operations as currently being conducted; (g) all work or expenditure obligations applicable to the Mineral Property, all reports of the work or expenditure and other requirements to be satisfied or filed to keep the Mineral Property in good standing which were to have been satisfied by the Effective Date have been satisfied or filed to the satisfaction of the applicable Governmental Authority in all material respects; (h) all rentals, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the Mineral Property which were due to be paid on or before the Effective Date have been paid in full in all material respects; (i) BMR and its Per...
Sample 1

Related to BMR’s Representations and Warranties

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!